Seedblink S.A. ("SeedBlink") acts honestly, fairly, and professionally, in the interest of its clients. This document details the types of conflicts of interest that may arise in SeedBlink's activities and establishes the manner in which SeedBlink identifies, monitors, prevents, and manages potential or actual conflicts of interest that may occur as a result of providing crowdfunding services.
This document identifies the situations, relationships, services, activities, or transactions of SeedBlink where conflicts of interest may arise. SeedBlink maintains and applies effective internal rules to prevent conflicts of interest.
REGULATION (EU) 2020/1503 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of October 7, 2020, on European crowdfunding service providers for businesses and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937
DELEGATED REGULATION (EU) 2022/2111 OF THE COMMISSION of July 13, 2022, supplementing Regulation (EU) 2020/1503 of the European Parliament and of the Council as regards regulatory technical standards specifying the requirements concerning conflicts of interest for crowdfunding service providers
Technical standards issued by ESMA according to EU Regulation 2020/1503
DIRECTIVE 2014/65/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of May 15, 2014, on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU.
|Term||Definition and/or, if applicable, the act that defines the term|
|1. Crowdfunding service||Connecting interested investors who wish to provide financing for businesses with project developers through the use of a crowdfunding platform, a service consisting of any of the following activities: (i) facilitating the granting of loans; (ii) placement, without firm commitment, as provided in Annex I section A point 7 of Directive 2014/65/EU, of securities and instruments admitted for crowdfunding issued by project developers or by an investment vehicle, as well as receiving and transmitting customer orders, as mentioned in point 1 of the mentioned section, concerning the respective securities and instruments admitted for crowdfunding (Regulation (EU) 2020/1503).|
|2. Client||means any investor or project developer, potential or actual, to whom a crowdfunding service provider provides or intends to provide crowdfunding services.|
|3. Conflict of Interest||A conflict of interest represents the conflict that may arise between the interests of the client and the interests of SeedBlink or those of another employee when conducting crowdfunding services, in such a way as to affect the interests of SeedBlink's clients. SeedBlink presents the types of conflicts of interest that may arise in its own activity. Typically, a conflict of interest arises when two or more individuals have competing interests, and there is a duty of care or trust between those individuals.|
|4. Close Links||In accordance with Article 4 paragraph (1) point 35 letter (b) of Directive 2014/65/EU represents a situation where at least two natural or legal persons are linked through: (a) participation in the form of direct or indirect ownership, or control, of at least 20% of the capital or voting rights of a company; (b) "control", i.e., the relationship between a parent company and a subsidiary, in all cases provided for in Article 22 paragraphs (1) and (2) of Directive 2013/34/EU or a similar relationship between any natural or legal person and a company, any subsidiary of a subsidiary company being also considered as a subsidiary of the parent company that leads them; (c) a permanent link of both or all of them to the same person through a control relationship.|
The Compliance and Risk Officer has an active role in identifying and monitoring conflicts of interest that may arise in the course of providing crowdfunding services offered by SeedBlink.
Contact details: firstname.lastname@example.org;
a) moral integrity;
b) impartiality and non-discrimination;
c) professionalism and transparency;
d) compliance with the provisions of the current legislation;
f) prevention and combating of acts of corruption, money laundering, and financing of terrorism;
i) avoidance of defamation.
SeedBlink takes all appropriate measures to prevent, identify, manage, and disclose conflicts of interest between crowdfunding providers, shareholders, members of the management body or their employees, or any other natural or legal person related to them, through a control relationship, and their clients or between one client and another client.
Situations in which conflicts of interest may arise in SeedBlink's activities:
The situation in which SeedBlink accepts as project owners in connection with the crowdfunding services provided through the crowdfunding platform, one of the following persons:
SeedBlink shareholders who own at least 20% of the share capital or voting rights;
members of the management body or SeedBlink employees;
any natural or legal person linked to the aforementioned shareholders, members of the management body and employees through control relations, in the sense of the definition in Article 4 paragraph (1) point 35 letter (b) of Directive 2014/65/EU.
The situation where SeedBlink, including the members of the management structure (Board of Directors), employees and people providing crowdfunding services and activities or any person in a direct or indirect control position over SeedBlink, has or could have a financial or non-financial interest, which could affect the objective and impartial fulfilment of obligations and duties according to current legislation and internal regulations leading to the negative impact on the Client's interests.
The relationship between two clients during the provision of any crowdfunding service and any auxiliary service or a combination of these services.
The situation where the interests of a relevant person interfere with the interests of SeedBlink, which could result in a conflict.
An employee of SeedBlink or a person in direct or indirect connection with SeedBlink may possibly gain a financial profit or avoid a financial loss at the client's expense;
An employee of SeedBlink or a person in direct or indirect connection with SeedBlink has an interest related to the result of a crowdfunding service or auxiliary service provided to the client or of a transaction carried out on behalf of the client, which is different from the client's interest;
An employee of SeedBlink or a person in direct or indirect connection with SeedBlink receives a financial or other incentive if they favour the interest of another client or group of clients over the interest of another client;
An employee of SeedBlink or a person in direct or indirect connection with SeedBlink receives or will receive from a third party an incentive related to a crowdfunding service or auxiliary service provided to the client, in the form of money, benefits or non-monetary services;
An employee of SeedBlink does not declare a position held outside the employment contract with SeedBlink that could put him/her in a situation of conflict of interest;
An employee of SeedBlink transmits preferential or confidential information related to a project developer or investor, to other clients, before transmitting it through official channels;
SeedBlink has defined the process of assessing employee performance and their remuneration based on sales objectives that could stimulate staff to recommend certain investment campaigns to investors that are not in the best interest of the investors;
A member of SeedBlink's management also holds an executive position in the management of start-up companies for which financing is found.
To avoid a potential conflict of interest, SeedBlink's staff (including management and employees) must comply with the following obligations:
Not to hold the position of shareholder, director, employee, censor, agent for participative financing services, representative of the internal control compartment, or auditor for a project owner;
Not to recommend or suggest to any person the sale or purchase of financial instruments;
Not to disclose to any person, except in the context of official duties, privileged information obtained during or as a result of performing their duties;
Not to use their official position and/or confidential/privileged information acquired in the exercise of their duties to obtain personal advantages;
Not to act in any manner that could endanger or may be considered as endangering or may induce a situation that may harm SeedBlink;
Not to demand or receive, for themselves or another person, money, gifts, goods, benefits, or other advantages for conducting activities within their duties or the scope of SeedBlink's activities, or to create advantages for people with whom they are in official relations, on behalf of SeedBlink;
Not to perform work or/and use SeedBlink's assets and employees for works that do not represent the interests of SeedBlink, or for personal purposes or for third parties, during working hours. If one of SeedBlink's employees holds another position at another employer, whether it is paid or unpaid, public or private, including a member of a board of directors, supervisory board, directorate, or runs their own business, they must inform in writing SeedBlink's General Manager about any of these positions, before contracting the position of employee/shareholder/associate/director. Furthermore, SeedBlink ensures that if the staff is engaged in other activities, they are conducted at a level of independence suitable to SeedBlink's size and activities, and that the risk of harm to the interests of clients is avoided.
8 SeedBlink accepts the following people as investors in the crowdfunding projects offered on the platform:
(a) SeedBlink shareholders who hold at least 20% of the share capital or voting rights;
(b) SeedBlink's management members or employees;
(c) Any natural or legal person related to the shareholders, management members, and employees through control relationships.
SeedBlink ensures that, in this case, where the persons mentioned in points a) - c) invest, they will receive the same information about specific crowdfunding projects, and such investments are made under the same conditions as those of other investors, and these persons do not benefit from preferential treatment. SeedBlink will publicly display on its webpage the fact that it accepts these people as investors.
SeedBlink does not accept as project developers in connection with crowdfunding services provided through the crowdfunding platform, any of the following persons:
(a) SeedBlink shareholders who hold at least 20% of the share capital or voting rights;
(b) SeedBlink's management members or employees;
(c) Any natural or legal person related to the aforementioned shareholders, management members, and employees through control relationships, in the sense of the definition from Article 4 paragraph (1) point 35 letter (b) of Directive 2014/65/EU.
SeedBlink has the following measures in place to ensure the necessary degree of independence:
Efficient procedures for the prevention or control of the exchange of information between relevant persons involved in activities that carry a risk of conflict of interest, in cases where the exchange of such information may harm the interests of one or more clients;
The separation of reporting lines for people whose primary functions involve conducting activities or providing services to clients whose interests might conflict with the interests of the company;
The elimination of any direct link between the remuneration of relevant persons engaged in a single activity, and the remuneration or revenues obtained by different relevant persons primarily involved in another activity, in cases where a conflict of interest may arise in connection with these activities;
Measures to prevent or limit any person from exercising unjustified influence over the way a relevant person carries out investment activities or additional services;
Measures to prevent or control the simultaneous or sequential involvement of a relevant person in separate investment or ancillary activities, in cases where such involvement could affect the proper management of conflicts of interest.
Non-participation rule - SeedBlink does not hold any stake in crowdfunding offers on the crowdfunding platform.
Independence rule - all departments and their staff act independently concerning the interests of targeted clients.
Information barriers - SeedBlink respects the confidentiality of information received about or from clients. SeedBlink applies the "Need to know" approach. Thus, personal information about clients will be disclosed internally only when necessary for obtaining a crowdfunding service. In accordance with this approach, SeedBlink limits access to information, controls access to non-public information by maintaining information barriers to prevent potential unauthorized access and misuse of non-public and privileged information.
Conflict of interest register - the conflict of interest register is a record of the types of conflicts of interest that involve a material risk of damage to the interests of one or more clients, conflicts that have arisen or could arise in connection with regulated services or activities.
Employee remuneration - SeedBlink's remuneration policy prevents remuneration structures that could give rise to conflicts of interest.
Gift policy - If gifts are offered, they will be refused by SeedBlink employees if they are not reasonable, exceed an internally established maximum value, and create a conflict of interest or the perception of a conflict of interest.
Communication - If a (potential) conflict of interest is identified, the proposed procedures and measures should effectively prevent the risk of harming client interests from materializing. SeedBlink relies on managing these risks through client communication and consent, only when there is a reasonable belief that such risks cannot be prevented. The client can then decide whether or not to continue on this basis.
Informing clients about the potential conflict of interest will be done in a timely manner so that they can make an informed decision about the service in the context of which the conflict of interest arises. This includes a specific and clear description of conflicts of interest and the associated risks identified in the context of a particular service, taking into account the profile of the clients to whom the disclosure is made, especially their qualification (sophisticated or unsophisticated investors). The notification will clearly specify that the organizational and administrative provisions adopted by SeedBlink for the prevention or management of conflicts of interest are not sufficient to guarantee, with reasonable certainty, the avoidance of risks of affecting the interests of clients.
|The source of the conflict||Risks||Actions to minimise the risks|
|Acceptance of gifts from clients to obtain financial or non-financial benefits.||Preferential treatment conflicting with the interests of clients.||General principles applicable to SeedBlink staff. Gift Policy|
|Providing consultation by a SeedBlink employee to gain personal financial profit at the expense of the project developer or investor.||The risk of using confidential information for obtaining financial and/or non-financial benefits.||General Principles applicable to SeedBlink staff. Informational Barriers|
|Accepting one of the persons listed in chapter 7, paragraph 1 of this document, as a project developer. The specific person has an interest in the outcome of a crowdfunding service that is different from the client's interest.||Preferential treatment of a campaign by members of the management and/or SeedBlink employees.||General Principles applicable to SeedBlink staff. Independence Rule. Escalation to the members of the management responsible for effectively managing identified conflicts of interest.|
|SeedBlink's participation in one of the crowdfunding offers.||The risk of acquiring privileged information.||General principles applicable to SeedBlink staff, especially members of SeedBlink management. Non-participation Rule|
|Obtaining financial and non-financial benefits from the relationship between two SeedBlink clients.||The risk of acquiring privileged information. The risk of obtaining additional revenues.||General Principles applicable to SeedBlink staff. Informational Barriers|
|A SeedBlink employee is involved in running a campaign for persons related by blood and marriage up to the third degree.||The risk of obtaining privileged information.||General Principles applicable to SeedBlink staff. Informational Barriers|
|The occurrence of a conflict of interest that cannot be managed by applying reasonable business measures.||Reputational risk for SeedBlink. Risk of acting against the interests of clients||Refusal to act or stop a campaign when the conflict was identified before the realization of contractual commitments and if there are no other obligations.|
|A SeedBlink employee does not declare a position held outside the employment contract with SeedBlink.||The risk of obtaining privileged information. The risk of obtaining additional revenues||General Principles applicable to SeedBlink staff. Employee Remuneration|
|Acceptance of one of the persons listed in section 8.1, paragraph 10 of this procedure, as an investor, without making it public on the internet page.||The risk of obtaining privileged information. The risk of benefiting from preferential treatment||General Principles applicable to SeedBlink staff. Informational Barriers|
This document will be reviewed at least once a year, and significant changes will be notified through our page www.seedblink.com. The person responsible for each campaign will be available with additional information about the measures applied by SeedBlink regarding the prevention and management of conflicts of interest.
SeedBlink S.A. is registered in the Register of the Romanian Financial Supervisory Authority (ASF), under number PJR28FSFPR/400001, as of 03.11.2022 with an EU passport as per European Securities and Market Authority (ESMA) register of crowdfunding services providers.